Throop Gerald C 4

What Happened

• Gerald C. Throop, a director of Dayforce, Inc. (DAY), had multiple derivative conversions and dispositions in connection with the company’s merger closing. On Feb 3, 2026 he exercised/converted 23,185 derivative/exchangeable shares. On Feb 4, 2026 he disposed of several blocks of shares to the issuer pursuant to the merger, including 51,818 shares sold at $70.00 per share for $3,627,260. Other reported disposals (3,350; 11,916; 4,643; 10,069; 17,555 shares) were recorded as N/A in the filing but were converted/paid out under the merger terms.
• These transactions were part of the cash-out Merger Agreement (effective Feb 4, 2026), not open-market trades — common stock, vested/unvested RSUs and certain options were converted into cash pursuant to the merger.

Key Details

• Dates & price: Exercise/conversion on 2026-02-03; multiple dispositions to issuer on 2026-02-04. Merger consideration = $70.00 per share (per filing footnotes). Reported cash for the 51,818-share lot = $3,627,260.
• Shares affected: Filing lists multiple converted/disposed lots (see above). Based on reported counts, roughly 122,536 shares appear to have been converted/disposed, implying about $8.58M in aggregate consideration at $70/share (only $3.627M is explicitly reported in the form).
• After transaction: Under the Merger Agreement, each issued and outstanding share was canceled and converted into the right to receive the cash merger consideration, so public common shares were cashed out at close.
• Notable footnotes: (F2–F6) Transactions were consummated under the Agreement and Plan of Merger; vested and unvested RSUs converted to cash at $70/share; in‑the‑money options converted to cash based on spread; options with strike ≥ $70 were canceled for no consideration. (F1) Exchangeable Ceridian AcquisitionCo shares converted 1:1 to Dayforce common. POA remark: filing executed pursuant to a previously filed power of attorney.
• Timeliness: The report covers actions on Feb 3–4 and was filed Feb 4, 2026 — presented as timely.

Context

• These were merger-related cash conversions, not discretionary open-market sales. For retail investors, such transactions reflect contract terms of an acquisition (automatic cash-out) rather than an insider signaling buy/sell sentiment.
• For derivative activity: Throop exercised/converted exchangeable/derivative securities immediately prior to or as part of the merger process and then received cash consideration under the Merger Agreement.